Pineapple, Inc 10-K/A for FY2021

Pineapple, Inc. (PNPL)

10-K/A 2022-05-18 For: 2021-12-31

Added on April 06, 2026

About this 10-K/A

Pineapple, Inc filed this 10-K/A on May 18, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $1.1M; compared with a net loss of $1.15M a year earlier

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PART I

Item 1.	Description of Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	29
Item 2.	Description of Property	29
Item 3.	Legal Proceedings	30
Item 4.	Mine Safety Disclosures	31

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities	32
Item 6.	Selected Financial Data	34
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 8.	Financial Statements	40
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	41
Item 9A.	Controls and Procedures	41
Item 9B.	Other Information	43
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	43

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
Item 13.	Certain Relationships and Related Transactions, and Director Independence	50
Item 14.	Principal Accountant Fees and Services	55

PART IV

Item 15.	Exhibits, Financial Statement Schedules	55
Item 16.	Form 10-K Summary	57
	Signatures	58

	●	Initial 30% and further reduced to 20% of a state-licensed cannabis delivery service, cultivation and manufacturing in Los Angeles, CA, along with full operational management duties entitling PVI to 10% of gross revenue on all retail transactions. On November 30, 2021, PVI executed a stock purchase agreement with a buyer to sell 10% of its equity interest in Universal Herbal Center, Inc (“UHC”) for $400,000, of which $200,000 was collected as of December 31, 2021, and the remaining $200,000 in the first fiscal quarter of 2022. As of December 31, 2021, PVI owns a 20% equity interest in UHC. UHC is pre-operational for manufacturing and cultivation.

	●	Initial 30% and further reduced to 20% of a state-licensed retail dispensary and cannabis delivery service in Palm Springs, CA, of which construction was completed in December 2021, along with full operational management duties entitling PVI to 10% of gross revenue on all retail transactions. On November 30, 2021, PVI executed a stock purchase agreement with a buyer to sell 10% of its equity interest in Capital Growth Investments Inc. (“CGI”) for $400,000, of which $400,000 was collected as of December 31, 2021. As of December 31, 2021, PVI owns a 20% equity interest in CGI. This dispensary is still in construction as of December 31, 2021, and became operational in February 2022.

	●	Initial 30% and further reduced to 10% equity plus management fee of 10% of sales of a state-licensed retail dispensary and cannabis delivery service in Hollywood, CA. This dispensary is still in construction as of December 31, 2021, and became operational in February 2022.

	●	100% of PineappleWellness.com, a nationwide Hemp Cannabidiol (“CBD”) retail website.

	●	Management fees of 10% of a state-licensed retail dispensary and delivery in Eagle Rock, northeast of Los Angeles, CA. PVI executed a stock purchase agreement on December 30, 2021, for 49% equity in this retail dispensary for a total purchase price of $500,000. The shares were exchanged during 2021 following the payment of the initial $50,000 deposit.
	●	Management fees of 10% of a state-licensed retail dispensary and delivery in West LA, CA. PVI executed a stock purchase agreement, for 45% equity in this retail dispensary for total price of $450,000, but no compensation was exchanged, and no shares were transferred as of December 31, 2021.
	●	Management fees of 10% of a state-licensed retail dispensary and delivery in South Los Angeles, CA. PVI executed a stock purchase agreement for 49% equity in this retail dispensary for total price of $500,000, but no compensation was exchanged, and no shares were transferred as of December 31, 2021.
	●	Management fees of 10% of a state-licensed retail dispensary and delivery in San Pedro, CA. PVI executed a stock purchase agreement for 49% equity in this retail dispensary for total price of $500,000, but no compensation was exchanged, and no shares were transferred as of December 31, 2021.

	●	9,859 sq ft of leased space in Los Angeles, CA
	●	6,000 sq ft of leased space in Palm Springs, CA
	●	3,600 sq ft of leased space in Hollywood, CA

	●	Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses.

	●	Our ability to source strong opportunities with sufficient risk adjusted returns.

	●	Our ability to manage our capital and liquidity requirements based on changing market conditions generally and changes in the developing legal medical marijuana and recreational marijuana industries.

	●	The acceptance of the terms and conditions of our services.

	●	The amount and timing of operating and other costs and expenses.

	●	The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations.

	●	Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.

	●	Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts.

	●	Adverse developments in the efforts to legalize marijuana or increased federal enforcement.

	●	Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business.

	●	Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant.

	●	implementation of these plans may be delayed or may not be successful;

	●	if PVI’s expanded product offerings and sales channels fail to maintain and enhance our distinctive brand identity, our brand image may be diminished, and our sales may decrease; and

	●	implementation of these plans may divert management’s attention from other aspects of our business and place a strain on our management, operational and financial resources, as well as our information systems.

	●	Poor customer service;

	●	Poor execution of operations;

	●	changes in consumer preferences and buying trends relating to internet usage;

	●	changes in required technology interfaces;

	●	website downtime; and

	●	risks related to the failure of the systems that operate the web sites and their related support systems, including computer viruses, theft of customer information, telecommunication failures and electronic break-ins and similar disruptions.

	●	maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

	●	maintain policies relating to disclosure controls and procedures;

	●	prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

	●	institute a more comprehensive compliance function, including corporate governance; and

	●	involve, to a greater degree, our outside legal counsel and accountants in the above activities.

2020	High		Low
Quarter ended December 31	$	1.00	$	0.11
Quarter ended September 30	$	0.80	$	0.05
Quarter ended June 30	$	0.70	$	0.08
Quarter ended March 31	$	0.70	$	0.05

2021	High		Low
Quarter ended December 31	$	0.75	$	0.00
Quarter ended September 30	$	1.00	$	0.05
Quarter ended June 30	$	0.05	$	0.00
Quarter ended March 31	$	1.00	$	0.00

	Year Ended December 31,						Favorable
	2021			2020			(Unfavorable)			%

Revenue	$	-		$	-			-			-
Cost of revenue		-			-			-			-
Gross profit		-			-			-			-

Operating expenses		976,386			668,418			(307,968	)		(46.1	)%

Loss from operations		(976,386	)		(668,418	)		(307,968	)		(46.1	)%

Other expense		(128,433	)		(480,410	)		351,977			73.3	%

Net loss	$	(1,104,819	)	$	(1,148,828	)	$	44,009			3.8	%

As of and for the Years Ended December 31, 2021, and 2020

Report of Independent Registered Public Accounting Firm (PCAOB 5041)		F-1

Consolidated Balance Sheets		F-2

Consolidated Statements of Operations		F-3

Consolidated Statements of Stockholders’ Equity		F-4

Consolidated Statements of Cash Flows		F-5

Notes to Consolidated Financial Statements		F-7


	2021			2020
Assets
Current Assets:
Cash	$	-		$	-
Total Current Assets		-			-

Property and equipment (net of depreciation)		8,524			14,917

Other Assets:
Equity method investment		9,288,298			9,488,616
Deposit on stock purchase agreement – related party		100,000			-
Total Other Assets		9,388,298			9,488,616
Total Assets	$	9,396,822		$	9,503,533

Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	715,546		$	869,911
Accounts payable – Related party		16,500			-
Settlement payable related party		615,000			615,000
Accrued interest payable related party		-			45,637
Accrued interest payable other		6,771			6,771
Due to affiliates		529,948			90,556
Notes payable, related party		886,918			857,175
Notes payable		19,838			19,838
Advances on agreements		169,000			169,000
Contingent liabilities		105,523			100,048
Total Current Liabilities		3,065,044			2,773,936
Total Liabilities		3,065,044			2,773,936

Commitments and contingencies (note 13)		-

Stockholders’ Equity:
Preferred stock, $0.0000001 par value, 20,000,000 shares authorized, no shares issued and outstanding		-			-
Series A Convertible Preferred stock, $0.0000001 par value, 5,000,000 shares authorized, no shares issued and outstanding		-			-
Preferred stock, value
Common stock, $0.0000001 par value, 500,000,000 shares authorized, 91,163,569 and 88,461,200 shares issued and outstanding, respectively		9			8
Additional paid-in-capital		22,004,077			21,297,078
Accumulated deficit		(15,672,308	)		(14,567,489	)
Total Stockholders’ Equity		6,331,778			6,729,597
Total Liabilities and Stockholders’ Equity	$	9,396,822		$	9,503,533


	Common Stock					Additional Paid-in-		Accumulated			Total Stockholders’
	Shares			Amount		Capital		Deficit			Equity
Balance as of January 1, 2020		76,890,925		$	7	$	14,139,607	$	(13,418,661	)	$	720,953
Common stock issued for service		490,000			-		80,800		-			80,800
Issuance of common shares for equity method investment		10,000,000			1		5,499,999		-			5,500,000
Common stock issued for settlement of debt and payables		1,080,275			-		1,546,223		-			1,546,223
Settlement of debt with related party		-			-		30,449		-			30,449
Net loss		-			-		-		(1,148,828	)		(1,148,828	)
Balance as of December 31, 2020		88,461,200		$	8	$	21,297,078	$	(14,567,489	)	$	6,729,597

Balance as of January 1, 2021		88,461,200		$	8	$	21,297,078	$	(14,567,489	)	$	6,729,597
Common stock issued for service		1,570,000			-		340,000		-			340,000
Common stock issued for cash		2,630,000			1		283,999		-			284,000
Cancellation of common stock pursuant to arbitration agreement		(1,829,631	)		-		-		-			-
Common stock issued against earned compensation		132,000			-		33,000		-			33,000
Common stock issued against related party debt		200,000			-		50,000		-			50,000
Net loss		-			-		-		(1,104,819	)		(1,104,819	)
Balance as of December 31, 2021		91,163,569		$	9	$	22,004,077	$	(15,672,308	)	$	6,331,778


	2021			2020
Cash Flows from Operating Activities
Net loss	$	(1,104,819	)	$	(1,148,828	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		6,393			6,861
Gain on debt settlement/extinguishment		(77,360	)		-
Non-cash settlement penalties		-			5,851
Amortization right-of-use asset		-			40,775
Repayment of lease obligations		-			(41,142	)
Loss from equity method investment		200,318			388,099
Stock-based compensation		340,000			66,303
Changes in operating assets and liabilities:
Security deposit		-			7,944
Accounts payable and accrued liabilities		120,977			25,888
Accounts payable related party		16,500			-
Contingent liabilities		5,475			-
Accrued interest payable		-			53,117
Due to affiliates		439,391			51,508

Net cash used in operating activities		(53,125	)		(543,624	)

Cash Flows from Financing Activities
Proceeds from related party notes payable		58,075			551,824
Repayments of related party notes payable		(288,950	)		(8,200	)
Common stock issued for cash		284,000			-

Net cash provided by financing activities		53,125			543,624

Net change in cash		-			-

Cash, beginning of year		-

Cash, end of year	$	-		$	-

	2021		2020
Supplemental Disclosures of Cash Flow Information

Cash paid for interest:	$	-	$	-
Cash paid for taxes:	$	-	$	-

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Deposit on stock purchase agreement	$	100,000	$	-
Common stock issued to settle payable	$	33,000	$	-
Related party debt issued for relief of accounts payable	$	218,734	$	-
Common stock issued as settlement of related party debt	$	50,000	$	-
Gain on settlement of related party note payable	$	-	$	2,944
Settlement of debt for intangible property	$	-		1,000,000
Equity method investment exchanged for forgiveness of related party note payable	$	-	$	1,062,000
Common stock issued from prior year settlements	$	-	$	440,200
Common stock issued for prior year equity method investment	$	-	$	5,500,000
Common stock issued for debt extinguishment	$	-	$	120,000

Name of Consolidated Subsidiary or Entity	State or Other Jurisdiction of Incorporation or Organization	Date of Incorporation or Formation (Date of Acquisition, if Applicable)	Attributable Interest
THC Industries, LLC	California	12/23/2015 (formed) 2/16/2016 (acquired by us)		100	%

Pineapple Park, LLC	California	6/27/2017		100	%
Pineapple Express Consulting, Inc.	California	3/16/2017		100	%

	Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

	Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

	Level 3	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

	2021			2020
Furniture and fixtures	$	43,152		$	43,152
Office equipment		12,321			12,231
Subtotal		55,473			55,473
Less accumulated depreciation		(46,949	)		(40,556	)
Property and equipment, net	$	8,524		$	14,917

Income statement	2021			2020
Revenue	$	147,059		$	620,337
Cost of goods sold		1,325			2,565
Gross margin		145,734			617,772
Operating expenses		(2,889,211	)		(1,471,271	)
Gain on dispensary equity sale		2,300,000			-
Net loss	$	(443,477	)		(853,499	)

Balance sheet
Current assets	$	1,550,602		$	77,402
Non-current assets	$	673,880		$	163,109
Current liabilities	$	2,011,445		$	1,280,251
Non-Current liabilities	$	1,690,783		$	1,280,251

Noteholder	Due	Interest Rate			Secured	2021		2020
Sky Island, Inc.	Demand		0	%	No	$	-	$	8,015
Eric Kennedy	Demand		0	%	No		30,000		30,000
Rob Novinger	Demand		0	%	No		30,851		30,851
Neu-Ventures, Inc.	Demand		0	%	No		826,067		788,309
Total						$	886,918	$	857,175

	2021			2020
U.S. federal statutory tax rate		21.0	%		21.0	%
State tax, net of federal tax benefit		7.0	%		6.6	%
Related party interest		-	%		(1.0	)%
Change in valuation allowance		(28.0	)%		(26.6	)%
Other		0.0	%		0.0	%
Total deferred tax assets		0.0	%		0.0	%

	2021			2020
Net operating loss carryforwards	$	1,868,691		$	1,654,858
Stock-based compensation		800,552			705,408
Accruals and reserves		1,494,837			1,494,837
Other		17,867			17,867
Fixed assets		2,185			2,185
Total deferred tax assets		4,184,132			3,875,155
Valuation allowance		(4,184,132	)		(3,875,155	)
Net deferred tax assets	$	-		$	-

	●	The Company does not have written documentation of its internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

	●	Due to the size of the Company and available resources, there are limited personnel to assist with the accounting and financial reporting functions, which results in lack of sufficient segregation of duties within accounting functions, which is a basic internal control. Due to the Company’s limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;

	●	The Company does not have an independent audit committee of its board of directors; and

	●	Insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S. GAAP.

Name	Age	Position
Shawn Credle	41	Chief Executive Officer
Joshua Eisenberg	35	Chief Operating Officer
Matthew Feinstein	53	Chief Financial Officer, Director
Dr. Randy Hurwitz	71	Director
Katherine Hill*	35	Director

	●	Matthew Feinstein, Chief Financial Officer, Chairman, Secretary, and a director.
	●	Shawn Credle, Chief Executive Officer, and a director.
	●	Joshua Eisenberg, Chief Operating Officer.

Name and Principal Position	Fiscal Year ended December 31		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Matthew Feinstein,
Chief Financial Officer, Secretary, Chairman of the Board and Director		2021	$	108,000		-		-		-		-		-		-	$	108,000

Matthew Feinstein,
Chief Financial Officer, Secretary, Chairman of the Board and Director		2020	$	108,000		-		-				--		-		-	$	108,000

Shawn Credle, Chief Executive Officer and Director		2021	$	48,000		-		125,000		-		-		-		-	$	173,000

Shawn Credle, Chief Executive Officer and Director		2020	$	48,000		-				--		-		-		-	$	48,000

Joshua Eisenberg, Chief Operating Officer		2021	$	48,000		-		50,000-		-		-		-		-	$	98,000

Joshua Eisenberg, Chief Operating Officer		2020	$	48,000		-		-		-		-		-		-	$	48,000

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Dr. Randy Hurwitz (2)(3)	$	18,000		40,500		-		-		-		-	$	58,500
Shawn Credle (1)		-		-		-		-		-		-		-
Katie Hill (4)	$	6,000	$	4,000		-		-		-		-	$	10,000
Matthew Feinstein (1)		-		-		-		-		-		-		-

	(1)	Directors do not receive any additional compensation for their services on our Board of Directors.
	(2)	Dr Randy Hurwitz was issued 192,000 shares of the Company’s common stock valued at $40,500.
	(3)	Pursuant to his director agreement, Dr Randy Hurwitz is entitled to $1,500 per month or $18,000 per year.
	(4)	During the year ended December 31, 2021, Katie Hill was issued 40,000 shares of the Company’s common stock valued at $4,000. The Company also pays Hills $1,000 per month for her service as Director or $12,000 per year

Name of Beneficial Owner	Amount of Common Stock Beneficially Owned and Nature of Beneficial Ownership			Percentage of Class
5% or Greater Stockholders

Jaime Ortega		43,914,000	(1)		48.2	%
Anna Mikhaylova		7,273,000			8.0	%

Directors and Executive Officers

Shawn Credle		1,000,000			1.1	%
Joshua Eisenberg		5,200,000			5.7	%
Matthew Feinstein		7,100,000			7.8	%
Dr. Randy Hurwitz		992,000			1.1	%
Gianmarco Rullo		1,000,000			1.1	%
Katherine Hill		40,000			*
All current directors and executive officers as a group (6 persons)		15,332,000			16.8	%

Related Party	Relationship	Note	Date	Description
Sky Island, Inc.	Common ownership; wholly owned entity by majority shareholder Jaime Ortega	See Note 7	Since 2015 through 2021	Since January 1, 2020, to December 31, 2021, the Company decreased the Sky Island promissory notes from a beginning balance of $1,757,124 to a closing balance of $0. The Company entered into an Asset Purchase and Sale Agreement on September 4, 2019 (the “APA”) followed by a Letter Agreement on March 2, 2020, and closing on April 20, 2020, where the Company sold the domain “THC.com”, the trademarks bearing the “THC” name, and the URL “pineappleexpress.com” to Mr. Ortega in exchange for the cancellation of $1,000,000 of Sky Island notes payable. Subsequently, on December 17, 2020, the parties entered into a Recission Agreement pursuant to which the parties cancelled and rescinded the APA and all ancillary agreements. Accordingly, the intellectual property subject to the APA was returned to the Company and $1,000,000 of debt owed to Sky Island was returned to the books and records of the Company. In January 2020, the Company entered into an agreement to reduce the outstanding loan by $1,062,000, first applied to accrued interest of $312,891, in exchange for ownership in the Company’s equity method investment. During the year ended December 31, 2021, Jaime Ortega and the Company executed a settlement agreement, which waived the remaining $8,015 principal and the $45,637 accrued interest resulting in a $53,652 gain on debt extinguishment.

Neu-Ventures, Inc.	Common ownership; wholly owned entity by majority shareholder Jaime Ortega	See Note 7	2019 through 2021	Beginning in April 2019, the Company also began receiving advances from Neu-Ventures, Inc., another entity owned by our majority shareholder, Mr. Ortega. Advances from Neu-Ventures for the years ended December 31, 2020, totaled $552,028. The Company issued 525,000 common shares for extinguishment with a value of $120,000. The Company made a $9,000 cash payment during the year ended December 31, 2020. Neu Ventures Inc. paid $40,000 litigation settlement on behalf of the Company. These advances are due on demand and do not incur interest. Advances from Neu-Ventures between January 2021 and December 2021 totaled $23,075, offset by $253,950 cash payments. Neu-Ventures also paid $110,437 of corporate expenses on behalf of the Company during the year ended December 31, 2021, Neu-Ventures also paid $108,197 of earned consulting fees owed to executive officers. The Company also issued 200,000 shares of common stock against the balance owed to Neu-Ventures as these shares were issued as settlement of Neu Ventures separate debt. Neu-Ventures also paid $100,000 on behalf of the Company pursuant to the stock purchase agreement entered into on August 7, 2021, to acquire up to 50,000 shares of Capital Growth Investments, Inc. Such payment is reported under Deposit on stock purchase agreement – related party in the Company’s consolidated Balance sheets as of December 31, 2021. The balance of these Advances totaled $826,067 and $788,308 as of December 31, 2021, and 2020, respectively.

Pineapple Ventures Inc.	Common ownership	See Note 2 and Note 5	Since 2018 through 2021	Consulting Income for Marketing, Website Development, etc. ($0 in 2021; $0 in 2020). In November 2018, the Company entered into a Consulting Services Agreement with Pineapple Ventures Inc. (“PVI”) to create a marketing campaign, create influencer relationships, and consult on website and app design and 3rd party vendors in exchange for $5,000 per month beginning in November 2018. The agreement term is for 1 year, reverting to a month-to-month term thereafter. A total of $10,000 was billed and recognized as revenue in 2018 for November and December consulting income. PEC billed and recognized an additional $15,000 for consulting in January – March 2019. In April 2019, the Company entered into an agreement to invest in PVI, at which point the Consulting Services Agreement with PEC was terminated. No further revenue from this agreement was recognized in 2021 and in 2020.

				The investment was recorded at cost, which was determined to be $11,000,000 based on a value of $0.55 per share. A total of 10,000,000 shares of common stock were issued as of December 31, 2019. The remaining 10,000,000 shares were issued in January 2020, and were recorded as a stock subscription payable at December 31, 2019. Based on its 45.17% equity investment, the Company has recorded a loss from equity investment of $200,318 and $388,099 for the year ended December 31, 2021, and 2020, respectively, which has reduced the carrying value of the investment as of December 31, 2021, and December 31, 2020, to $9,288,298 and $9,488,616, respectively. Advances for Monthly Rent Payments ($0 in 2021; $22,470 in 2020). In August 2019, PVI began advancing funds for payment of the Company’s monthly office rent. Total advances through December 31, 2019, were $42,856. Total advances through December 31, 2020, were $22,470. There were no advances through December 31, 2021, since PVI signed a new lease in June of 2020.

Matthew Feinstein	Owner; Interim Chief Financial Officer, Director	See Note 7	Since 2016 through 2021	Cash compensation for services provided ($108,000 in 2021; $108,000 in 2020) In September 2016, the Company received a $50,000 loan from Matthew Feinstein, Director. This loan and any subsequent advances are due on demand and do not incur interest. The Company received additional advances from Mr. Feinstein during the years ended December 31, 2020, and 2018 of $696 and $3,416, respectively. During 2019, Mr. Feinstein agreed to reduce the note balance by $14,871, which has been recorded as a gain on settlement of related party debt in the consolidated statements of stockholders’ equity. During 2020, Mr. Feinstein agreed to cancel the remaining balance of $2,944, which was recorded in additional paid-in capital. During 2020, Mr. Feinstein agreed to cancel the remaining balance of accounts payable of $27,505, which was recorded in additional paid-in capital. There was no activity during the year ended December 31, 2021.

				Matthew Feinstein is also a guarantor of the Company’s note payable with Kabbage, Inc.

Eric Kennedy	Owner; Former Director	See Note 7 and Note 11	2020 through 2021	Cash compensation for services provided ($0 in 2021; $22,500 in 2020). Stock-based compensation for services provided ($0 in 2021; $30,000 in 2020). In May 2019, the Company agreed to a settlement with Eric Kennedy, a Company’s Director, related to deferred cash compensation that had been accrued for in the Company’s accounts payable and accrued liabilities to reduce the amount to $35,000, resulting in a gain on settlement of related party payables of $36,000, which has been recorded in the consolidated statements of stockholders’ equity. Therefore, the $35,000 was reclassified to related party notes payable. The note does not incur interest and was originally to be repaid through an initial $10,000 payment with monthly payments of $5,000 thereafter, but the Company was only able to make one $5,000 payment, reducing the balance to $30,000 as of December 31, 2020. No activity during the fiscal year ended December 31, 2021, and 2020.

Shawn Credle	Owner; Chief Executive Officer	See Note 11	2020 and 2021	Cash compensation for services provided ($48,000 in 2021; $48,000 in 2020) Stock-based compensation for services provided ($125,000 in 2021; $0 in 2020). 500,000 shares of common stock were granted for total fair value of $125,000 during 2021.

Jamie Ortega	Owner	See Note 11	2020 and 2021	$8,250,000 in Company’s shares granted for the equity investment in PVI during 2019; $2,750,000 of equity issued during 2019; $5,500,000 of equity issued during 2020. No shares issued during 2021.

Joshua Eisenberg	Owner; Chief Operating Officer	See Note 11	2020 and 2021	Cash compensation for services provided ($48,000 in 2021; $48,000 in 2020). No equity shares issued during 2020. 200,000 shares of common stock were granted for total fair value of $50,000 during 2021.

Joy DiPalma	Owner	See Note 9	Since 2016 through 2021	Advanced $187,500 to PP in 2016, entered into a settlement agreement in February 2019. $169,000 outstanding as of December 31, 2021, and 2020. No activity during the fiscal year ended December 31, 2021, and 2020.

Hawkeye	Owner	See Note 9	Since 2015 through 2021	Initial advance of $750,000 in 2015, net of revenue share payments and penalties the balance at December 31, 2017 was $717,200. In 2018, land was transferred to Hawkeye to reduce the liability by $200,000 and a settlement amount of $615,000 was agreed upon, resulting in a loss from debt settlement of $98,700. $615,000 outstanding as of December 31, 2021, and 2020. No activity during the fiscal year ended December 31, 2021, and 2020.

Rob Novinger	Owner	See Note 7	Since 2016 through 2021	Original loan balance of $30,000, $10,000 repaid in 2017 and $5,000 more loaned in 2019. $30,851 outstanding as of December 31, 2021, and 2020. The Company increased the outstanding balance by $5,851 to reflect the settlement agreement. No activity during the fiscal year ended December 31, 2021.

	December 31, 2021		December 31, 2020
Audit Fees	$	100,650	$	136,847
Audit Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-